SCHEDULE: ArcelorMittal Major Shareholder Aligns with Buyback Program

ArcelorMittal's significant shareholders, led by the Mittal family, have entered a share repurchase agreement to maintain their 44.6% stake during the company's ongoing buy-back program.

Summary

• ArcelorMittal's significant shareholders, including Lumen Investments S.A R.L., Lakshmi N. Mittal, Usha Mittal, Grandel Pte. Ltd., Nuavam Investments S.a r.l., and HSBC Trustee (C.I.) Limited, have updated their beneficial ownership disclosures.
• Lumen Investments S.A R.L. directly owns 275,840,595 ArcelorMittal shares, representing 36.2% of outstanding shares.
• Nuavam Investments S.a r.l. directly owns 63,658,348 ArcelorMittal shares, representing 8.4% of outstanding shares.
• Lakshmi N. Mittal beneficially owns 340,152,563 ArcelorMittal shares, representing 44.7% of outstanding shares.
• Usha Mittal beneficially owns 339,524,443 ArcelorMittal shares, representing 44.6% of outstanding shares.
• The beneficial ownership percentages are calculated based on 761,252,362 ArcelorMittal shares outstanding as of February 28, 2026.
• Lumen Investments received 9,396,120 ArcelorMittal shares on May 18, 2023, from the conversion of $100,000,000 in 5.50% Mandatorily Convertible Subordinated Notes due 2023.
• Lakshmi N. Mittal acquired 366,878 ArcelorMittal shares from the vesting of performance share units since the previous amendment.
• ArcelorMittal announced a new share buy-back program on April 7, 2025, with repurchases in tranches through May 2030, with the first tranche targeting up to 10,000,000 shares.
• On March 5, 2026, ArcelorMittal and Lumen Investments S.A R.L. entered into a Share Repurchase Agreement.
• Under this agreement, Lumen will sell shares to ArcelorMittal on each trading day of the buy-back program, ensuring the Significant Shareholders' stake remains at 44.6% of the total shares repurchased.
• The shares will be repurchased at the same weighted average price as open market purchases under the program.
• Settlement for repurchases will occur two trading days after each five-consecutive-trading-day period.
• Settlement will be postponed if it would cause the Trustee to hold less than one-third of ArcelorMittal's voting rights.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as the share repurchase program indicates capital return to shareholders, and the structured participation of major shareholders signals long-term commitment and stability in ownership structure.

Positives

• The company's ongoing share buy-back program, announced on April 7, 2025, demonstrates a commitment to returning capital to shareholders.
• The Share Repurchase Agreement ensures that the significant shareholders, including the Mittal family, maintain their proportional ownership (44.6%) during the buy-back, signaling continued confidence and alignment with the company's capital allocation strategy.
• The conversion of $100,000,000 in convertible notes into 9,396,120 shares by Lumen Investments on May 18, 2023, indicates a reduction in debt-like instruments and an increase in equity.

Risks

• The actual amount of shares repurchased under the Buy-Back Program is dependent on the level of post-dividend free cash flow generated, which introduces uncertainty regarding the program's full execution.
• The Share Repurchase Agreement includes a clause that postpones settlement if it would cause the Trustee to hold less than one-third of ArcelorMittal's voting rights, which could affect liquidity or timing for Lumen.
• The vesting of performance share units for Mr. Mittal and Aditya Mittal is dependent on company performance criteria not fully within the PSU holder's control, meaning the actual number of shares received may vary.

Future Outlook

ArcelorMittal's share buy-back program is planned to continue in tranches through May 2030, with the actual repurchase amount dependent on post-dividend free cash flow. The Share Repurchase Agreement with Lumen ensures the significant shareholders' proportional stake is maintained throughout this period.

Management Comments

• "The actual amount of the ArcelorMittal Shares to be repurchased in the various tranches pursuant to the Buy-Back Program will depend on the level of post-dividend free cash flow generated over the period."
• "The Seller [Lumen] wishes to maintain the Significant Shareholders holding of the Purchasers issued and outstanding Shares (net of treasury Shares) (and voting rights) at its current level of 44.6 percent."

Industry Context

StockSavvy.ai notes that share buy-back programs are a common strategy for mature companies in capital-intensive industries like steel, signaling financial strength and a commitment to shareholder returns. The structured participation of a major shareholder group, like the Mittal family, in such a program is a unique mechanism to maintain ownership stability and alignment with corporate strategy, potentially reducing market volatility related to large block sales.

Comparison to Industry Standards

• StockSavvy.ai observes that while share buyback programs are standard practice across global industries, the specific arrangement where a significant shareholder group (Mittal family, holding 44.6% through various entities) formally agrees to sell shares proportionally to the company's open market repurchases is less common.
• This mechanism, designed to maintain the Mittal family's percentage ownership, contrasts with typical buybacks where major shareholders might either abstain or sell opportunistically.
• For instance, in the steel sector, competitors like Nucor or Cleveland-Cliffs regularly announce buybacks, but without such explicit, pre-arranged proportional sales from their largest individual or family shareholders.
• This structured approach by ArcelorMittal's controlling family ensures their long-term strategic influence is preserved, which could be viewed positively for stability but also raises questions about free float and market dynamics.

Corporate Governance

Related Party Transactions

• The Share Repurchase Agreement between ArcelorMittal and Lumen Investments S.A R.L. is a related-party transaction, as Lumen is an indirect wholly-owned subsidiary of Grandel Singapore, which is beneficially owned by the Platinum Trust (Mittal family trust), and Lakshmi N. Mittal and Usha Mittal are also reporting persons.

Stakeholder Impact

• Shareholders: The share buy-back program generally benefits shareholders by reducing the number of outstanding shares, potentially increasing earnings per share and share price. The structured participation of the major shareholder group ensures their continued alignment.
• Creditors: The conversion of convertible notes to equity reduces debt-like obligations, which is generally positive for creditors.

Next Steps

• ArcelorMittal will continue its share buy-back program in tranches through May 2030.
• Lumen Investments S.A R.L. will sell shares to ArcelorMittal on each trading day of the buy-back program as per the Share Repurchase Agreement.
• Settlements for repurchases under the Share Repurchase Agreement will occur two trading days after each five-consecutive-trading-day period.
• Potential vesting of performance share units for Lakshmi N. Mittal and Aditya Mittal in January 2027, 2028, and 2029.

Key Dates

Recommendation

The filing primarily details an update to beneficial ownership and a structured share repurchase agreement with a major shareholder group. While the buy-back program is generally positive, this specific agreement is designed to maintain the existing ownership structure rather than signal a new strategic direction or significant change in company fundamentals. It reinforces stability but does not present new catalysts for a strong buy or sell recommendation. Investors should hold and monitor the execution of the buy-back program and broader company performance.

Keywords

ArcelorMittal, Share Buyback, Schedule 13D, Lumen Investments, Lakshmi Mittal, Share Repurchase Agreement, Beneficial Ownership, Corporate Governance, Steel Industry, Luxembourg